UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): March 22, 2023
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URSTADT BIDDLE PROPERTIES INC
(Exact Name of Registrant as Specified in Its Charter)
001-12803
(Commission File Number)
Maryland | 04-2458042 |
(State or Other Jurisdiction of Incorporation) | (I.R.S. Employer Identification No.) |
321 RAILROAD AVENUE
GREENWICH, Connecticut 06830
(Address of principal executive offices, including zip code)
(203) 863-8200
(Registrant’s telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, par value $.01 per share | UBP | NYSE | ||
Class A Common Stock, par value $.01 per share | UBA | NYSE | ||
6.25% Series H Cumulative Preferred Stock | UBPPRH | NYSE | ||
5.875% Series K Cumulative Preferred Stock | UBPPRK | NYSE | ||
Common Stock Rights to Purchase Preferred Shares | N/A | NYSE | ||
Class A Common Stock Rights to Purchase Preferred Shares | N/a | NYSE |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective March 22, 2023, Urstadt Biddle Properties Inc. (the "Company") amended its Amended and Restated Restricted Stock Plan (the "Plan") to (i) increase the maximum number of shares of restricted stock available for issuance thereunder by 1,000,000 shares which, at the discretion of the Compensation Committee administering the Plan, may be any combination of Class A Common Stock and Common Stock and (ii) eliminate the designation of 350,000 shares each of Common Stock and Class A Common Stock, so all shares issuable under the Plan may be any combination of Class A Common Stock and Common Stock at the discretion of the Compensation Committee.
The forgoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2023 Annual Meeting of Stockholders of the Company was held on March 22, 2023. At the meeting, stockholders were asked to vote on the following matters:
1. | For the election of the three director nominees to serve for three years as Class II directors, as follows: |
Nominees to serve for three years as Class II directors -- | ||||
For | Against | Abstain | Broker Non-Votes | |
Kevin J. Bannon | 8,649,424 | 1,303,564 | 12,080 | 820,218 |
Richard Grellier | 8,794,744 | 1,159,282 | 11,042 | 820,218 |
Charles D. Urstadt | 9,595,325 | 358,243 | 11,500 | 820,218 |
2. | To ratify the appointment of PKF O'Connor Davies, LLP as the Company's independent registered public accounting firm for fiscal year 2023. The vote with respect to this proposal was: |
For | Against | Abstain | Broker Non-Votes |
10,753,739 | 20,607 | 10,939 | 0 |
3. | For the approval, on an advisory basis, of the compensation of the Company’s named executive officers: |
For | Against | Abstain | Broker Non-Votes |
9,171,660 | 750,844 | 42,565 | 820,218 |
4. | To vote, on an advisory basis, on the frequency the Company should hold the advisory vote on executive compensation (every 1, 2 or 3 years). The vote with respect to this proposal was: |
1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes |
1,717,742 | 13,493 | 8,210,787 | 23,046 | 0 |
The Board of Directors has considered the results of the advisory vote on the frequency of the advisory vote on executive compensation and determined that an advisory vote on executive compensation will be held every three years, with the next such vote to be held at the 2026 Annual Meeting of Stockholders.
5. | To approve an amendment of the Company’s Amended and Restated Restricted Stock Award Plan: |
For | Against | Abstain | Broker Non-Votes |
8,621,156 | 1,314,612 | 29,300 | 820,218 |
Item 9.01 Financial Statements and Exhibits.
(a) | Not applicable | |
(b) | Not applicable | |
(c) | Not applicable | |
(d) | The following exhibits are filed as part of this report: | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 24, 2023 | URSTADT BIDDLE PROPERTIES INC. |
(Registrant) | |
/s/ John T. Hayes | |
John T. Hayes | |
Senior Vice President & Chief Financial Officer |